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These Influencer Terms of Service – General Terms constitute the general terms of the Influencer Terms of Service form (the “Form”) accepted by the Influencer/Agency on the Agreement Date and together with the Form constitute the agreement between Shopee and the Influencer  / Agency (as stated in the table).

1.Explanation 

1.1 Unless otherwise defined, capitalized words used in these Terms of Service shall have the meaning given to them in the table.

1.2 In these Terms of Service, the following words will have the meaning given to them in these Terms, unless inconsistent with the context:

"Affiliate" means, with respect to an entity, any entity that controls, is controlled by, or is under common control with such entity, where "control" means the power, directly or indirectly, to direct or cause the management of such entity, the direction of operating policies or assets, whether by ownership of more than 50% of the voting or equity securities or assets, or by contract, management agreement, voting trust or otherwise; provided that the term "affiliate" shall include any variable interest entity, regardless of whether any variable interest entity may or needs to be consolidated with that entity under GAAP; 

"Applicable Law" means, with respect to any Person, any and all: (a) laws, statutes or regulations, (b) codes, standards, rules, requirements, orders and standards issued under any law, statute or regulation, (c ) the rules of any stock exchange or equivalent body; (d) applicable data protection laws; (e) judgments, orders, writs, instructions, authorizations, awards, decisions, injunctions, decrees, assessments, settlements of any and all governmental authorities an agreement or award which in each case applies to that person or his business or property; 

"Business day" means any day in the United States other than a Saturday, Sunday or public holiday; 

"Commercially reasonable efforts" means the taking of such steps and the manner in which such steps are carried out by a well-managed company in a determined, prudent and reasonable manner to achieve a particular result in its own interests; 

"Confidential Information Legal and Administrative Information; (b) the existence and terms of these Terms of Service (including any fees paid to Influencers/Agents and the commercial details set out in the form), and the Disclosing Party’s use of any information relating to these Terms Position Services in Disputes; (c) any copies of the Confidential Information and all information created or derived from the Confidential Information by or on behalf of the Receiving Party, provided that the Confidential Information shall not include information that: (i) has been is in the possession of the Disclosing Party or its representatives at the time of disclosure; (ii) is or becomes part of the public knowledge except as a result of any act or omission by the Receiving Party or its representatives that violates the confidentiality provisions of these Terms of Service; (iii) is caused by has not been obtained by the Receiving Party or its representatives from a third party who has obtained such information directly or indirectly from the Disclosing Party subject to any obligation of confidentiality; (iv) was independently developed by the Receiving Party or its representatives without use or reference to the Disclosing Party’s Confidential Information ;

"Insolvency Event" means, in relation to a particular person, any of the following events: (i) the appointment of a receiver or similar officer to manage all or a substantial part of the assets or business of that person; (ii) the passing of a resolution for the winding up (for any (other than for the purposes of a solvency merger or reorganization or a winding up in connection therewith) or the court making the order or for the purpose of administration (or any equivalent order in any jurisdiction); (iii) with the creditors of that person any combination or arrangement (other than in connection with a solvency restructuring); (iv) ceases to carry on business; (v) is unable to pay the debts of such person as they become due in the ordinary course of business; (vi) a person causing or being subject to any event, In accordance with applicable law, 

"Influencer Content" means all content created and provided by the Influencer under these Terms of Service, including without limitation all intellectual property rights owned by the Influencer, such as text, images, photos, illustrations, drawings, animations, songs, audio, videos and any other works created by the Influencer and provided under these Terms of Service; 

"Personal Rights" means any and all rights that protect an Influencer's name, pseudonym, voice, likeness, image, likeness, biography, character, persona, and all other aspects of his or her publicity, privacy, or personality rights under applicable law , and all intellectual property rights related to or incidental to any of the foregoing;

“Intellectual Property Rights” means all copyrights, patents, utility innovations, trademarks and service marks, geographical indications, domain names, layout rights, registered designs, design rights, database rights, trade or commercial names, rights to protect trade secrets and confidential information , the right to protect goodwill and reputation, and all other similar or corresponding proprietary rights and all same applications, whether now existing or created in the future, anywhere in the world, whether registered or not, and all benefits, privileges , the right to sue, recover damages and obtain relief or other remedies for any past, present or future infringement, misappropriation or violation of any of the foregoing rights; and

"Representatives" means a party's affiliates, as applicable, and its and its affiliates' respective officers, directors, employees, consultants, agents and subcontractors.

2.Term 

2.1 These Terms of Service apply to the Influencer/Agency as of the Agreement Date (as stated in the Form) and will survive the Initial Term (as stated in the Form) in the event of earlier termination in accordance with the terms of these Terms of Service in the table). Upon expiration of the Initial Term or any then-current Renewal Term (as the case may be), Shopee may renew the Initial Term (the “Renewal Term”) for such period as Shopee  determines in writing to the Influencer /Agency. The Initial Term and the Renewal Term (if applicable) shall be collectively referred to as the “Term”.

3. SERVICES

3.1 The Influencer/Agency acknowledges and agrees that it shall provide the services specified in the form (the "Services") independently to Shopee during the Term in accordance with these Terms of Service and Shopee 's needs  and shall consider from time to time (in its reasonable discretion, utilizing its technology and expertise) Feedback from Shopee . The Services shall include such other tasks, services, features, activities and obligations not specified in these Terms of Service but reasonably required ( at the reasonable discretion of the Influencer /Agency, in consultation with Shopee ) for the purpose of influencing The performance of the Services by the Operator /Agency; and shall: (X) be performed with at least the same degree of accuracy, completeness and quality and with the same degree of care, skill and diligence used by, Influencers and other social media personalities of similar status to influencers; (Y) subject to applicable law. 

3.2 Shopee may place an order in writing with the Influencer/Agent for additional services from time to time, the order being determined by Shopee ( "Order"). 

3.3 Each such Order shall form part of these Terms of Service and the terms of these Terms of Service shall apply to each Order. If there is a conflict between: (i) the Forms and these Terms of Service (collectively, the "Master Terms"); (ii) any Order, such conflict will be resolved by giving priority to the Master Terms, unless otherwise expressly provided in the Order. 

3.4 The Influencer/Agent shall confirm receipt of each order to Shopee within two (2) working days of receipt of the order , after which the Influencer /Agent shall be deemed to have accepted the order. 

3.5 Before the influencer/agent delivers services to Sears in accordance with the order, Shopee has the right to immediately modify, change or terminate the order by notifying the influencer /agent in writing.

3.6 In providing the Services, the Influencer shall and the Agency shall cause the Influencer to:

(a) carry out the activities set out in the Form and/or Order Form (as applicable) (including creating and providing Influencer Content); 

(b) produce original, carefully crafted and edited Influencer Content that is of an overall quality that is at least equal to the  Influencer’s original content posted before Sears  became an Influencer; 

(c) independently produce Influencer Content, provided that it shall take into account (in its reasonable discretion, utilizing its technology and expertise) any feedback and /or requests (including creative briefs) provided by Sears from time to time;

(d) (if applicable) participate in an event hosted, promoted or supported by Shopee (a "Company Event"), provided that an invitation is submitted in advance by Shopee at least five (5) days from the date of the Company Event . Influencers should also respond within forty-eight (48) hours after receiving Shopee ’s invitation  ;  

(e) ensure that the performance of its services does not involve any attempt to deceive Sears or any other person and that the information provided to Sears is not false, inaccurate or misleading; 

(f) not publish, authorize or otherwise make any statement or representation or other communication (whether through a social media platform or during a live broadcast) that defames, disparages, disparages or otherwise damages Sears or its affiliates or their respective products. Period)  , services, officers, directors, employees or shareholders ( the “Corporate Entity”);

(g) ensure that it does not contain any abusive or prohibited content (including but not limited to: (i) inappropriate language, defamatory, abusive or infringing material, (including promoting bigotry, racism, discrimination on the basis of race, gender, religion ), nationality, disability, sexual orientation or age); and (ii) content related to prohibited tobacco; counterfeiting or infringement of intellectual property rights; illegal drugs, medicines or supplements; gambling or lotteries, moneylending operations or pornography) and post influencer content and any other materials referencing or relating to corporate entities; and

(h) You may not subcontract or delegate any of its obligations under these Terms of Service to a third party without Sears' prior written approval. 

3.7 Shopee  has the right to:

(a) review and approve all Influencer Content or any other public announcements or content posted by Influencers in connection with these Terms of Service prior to posting or posting; and

(b) request that any Influencer Content be removed, moved, restricted or otherwise removed from public circulation (including if such Influencer Content violates  any requirement of Sears from time to time). 

4. Fees; invoices; taxes 

4.1 Fees. 

(a) As consideration for the Influencer’s provision of services, Shopee shall pay the Influencer a fee calculated based on the Form and/or Order Form (if applicable) (the “Fees”). 

(b) Influencer acknowledges and agrees that: (i) no other fees, royalties   , payments, amounts, fees or consideration, other than fees, will be payable to Influencer or any third party in connection with Sears'  receipt of the Services ; (ii) It shall be solely responsible for any costs of providing materials, tools and equipment required to provide the Services (including any loss or damage set out above).

(c) Influencer acknowledges and agrees that Shopee ’s records are the sole, conclusive and conclusive evidence of Influencer’s performance under these Terms of Service and any and all fees payable, and shall be binding upon Influencer for all purposes related to these Terms. force service.

4.2 Payment.

(a) Shopee shall pay Influencer’s undisputed fees in accordance with the Form and/or Order Form, as applicable, but may refuse to pay fees disputed in good faith by Sears (or, if the disputed fees have already been paid, Sears  may pay the fees from a later date) An equal amount is withheld from the payment), including disputes related to invoice errors or amounts already paid.

(b) Payment of the Fee shall be made via wire transfer to the Influencer’s bank account (see table for details). For the avoidance of doubt, Influencer shall ensure that Influencer’s bank account details are accurate and valid for the purpose of payment by Sears to Influencer. In the event of any bank-related penalties resulting from inaccurate and/or invalid Influencer’s bank account information , such penalties shall be the sole responsibility of the Influencer.

(c) The parties acknowledge and agree that Shopee shall have the right to set off any amounts payable or owed by Shopee and /or its affiliates to the Influencer and/or its affiliates (as applicable) under these Terms of Service and use any amounts under the Service Terms or any other transaction, agreement, contract or debit order , including without limitation any amount of debt due, owed or Claims, pending claims, demands, losses or damages against it.

4.3 Taxes. 

(a) For the purposes of these Terms of Service, "Taxes" means any taxes, including but not limited to service tax, excise tax, value added tax, goods and services tax, sales tax and any similar local sales tax, withholding tax, Indirect tax, personal income tax or corporate income tax. 

(b) All fees and other amounts payable under these Terms of Service are inclusive of taxes. To the extent required or permitted by applicable law, Sears  may deduct any applicable taxes through reverse charges or similar mechanisms. Sears  shall promptly remit any tax withheld to the appropriate government agency and shall provide Influencer with written evidence of such remittance acceptable to Influencer.   

(c) Each party shall be solely responsible for the payment of taxes arising out of these Terms of Service as required by applicable laws of the relevant taxing jurisdiction. Notwithstanding any other provision in these Terms of Service, if Shopee has any withholding obligation with respect to any amounts payable under these Terms of Service, such payments will be deemed to be inclusive of all taxes and Shopee shall be entitled to deduct such amounts. and withholding. Payment of any taxes required to be deducted and withheld in connection with such payment under any provisions of applicable law. To the extent such amounts are so withheld and withheld under these Terms, such amounts withheld shall, for all purposes of these Terms of Service, be deemed to have been paid to the authority making such deductions and withholdings, and Shopee shall have no further Obligation to pay the equivalent of such withheld amounts, or any portion thereof, to the Influencer. Sears  will promptly provide Influencer with a copy of a receipt or other government certification evidencing all taxes withheld from such payments. The parties shall cooperate and endeavor to comply with all applicable documentation and registration requirements to minimize the amount of withholding taxes imposed, if any. Without affecting the generality of the above, 

5. Intellectual property rights 

5.1 Rights in Influencer Content. Influencer acknowledges and agrees that Influencer Content is created by Influencer as a work produced under applicable law and that any and all right, title and interest in and to Influencer Content, including all intellectual property rights, is owned exclusively by Shopee . If any right, title or interest in the Influencer Content does not belong to Shopee as a work for hire, the Influencer hereby unconditionally and irrevocably assigns to Sears all such right, title and interest worldwide and in perpetuity . At any time upon Shopee 's request, the influencer shall sign any document in a form acceptable to Shopee to make Shopee's ownership of the aforementioned influencer content fully effective. If, at any time, upon Shopee 's request, Influencer  fails or is unable to execute any such document within fourteen (14) days, Influencer hereby irrevocably designates and appoints  Sears or its duly authorized officers and agents Serve as the influencer’s agent and lawyer – in fact, act in the influencer’s interests. The Representative shall execute and file any and all such documents and perform all other legally permissible acts with the same legal force and effect as if performed or performed by the Influencer. Shopee shall have the exclusive right to use, reproduce, modify, adapt, prepare derivative works from, publish, distribute, publicly display, communicate to the public, publicly perform, stream, broadcast and otherwise exploit in perpetuity worldwide in Shopee’s absolute discretion. rights to the Influencer Content without payment of any royalties, accounting or other amounts to the Influencer or any third party. To the extent permitted by applicable law, Influencer hereby waives on behalf of itself and its employees, contractors and agents all moral and economic rights (or equivalent rights) arising under the laws of any jurisdiction with respect to Influencer Content. Influencers agree not to assert such rights against Shopee if such rights cannot be waived under applicable law.       

5.2 Individual rights of influencers. Influencer hereby grants to Shopee  a non-exclusive, worldwide, irrevocable, transferable, sublicensable and royalty-free license for the maximum period permitted by applicable law to use the individual rights to promote and market Shopee  and the related services it provides. . Subordinate from time to time.

5.3 ShopeeIP。 

(a) Influencer acknowledges and agrees that: (i) Shopee  owns the rights to these Terms of Service (including any customizations, enhancements, changes or derivatives thereof) and the Sears name, logo and trademarks (  collectively, the " Shopee IP"); (ii) its It shall not at any time acquire any right, title or interest in Shopee Intellectual Property or any part thereof; (iii) it shall not at any time seek to register, assert or assert any right, title or interest in Shopee Intellectual Property or any part thereof.  

(b) Shopee  hereby grants to Influencer a non-exclusive, revocable, non-transferable, non-sublicensable and royalty-free license during the Term to use the Shopee IP Services only to the extent necessary for Influencer to perform its obligations under these Terms  ( including the provision of services), provided that all use by influencers of any Sears logos, trademarks and other branding equipment requires the prior written consent of Sears , unless such use is consistent with the terms of the Services or Shopee  's instructions.

6.Service objects 

6.1 Influencers/Agents shall provide services to Shopee and its affiliates, and in these Terms of Service, references to Shopee will include Shopee ’s affiliates to the extent that they receive services, unless the context otherwise requires.

7. Termination 

7.1 Without prejudice to its other rights and obligations under these Terms of Service, either party may terminate these Terms of Service at any time by sending written notice of termination to the other party if: 

(a) the other party materially breaches any of its obligations, representations or warranties under these Terms of Service and fails to cure such breach within fourteen (14) days of written notice from the terminating party;

(b) The other party commits a series of breaches that: (i) may not be material in themselves; (ii) are notified to the other party; (iii) are not remedied within fourteen (14) days of notification, if these Uncured breaches collectively constitute a material breach;

(c) The other party becomes bankrupt; or

7.2 Shopee may terminate these Terms of Service or any Order (as applicable) at any time without cause by providing seven (7) days prior  written notice to the Influencer/Agency.

7.3 Termination or expiration of these Terms of Service shall not prejudice the rights and liabilities of the parties that may have arisen before such expiry or termination, unless the party with such rights waives them in writing. 

7.4 Upon termination by Shopee in accordance with Section  7.1 or Section 7.2, unless otherwise agreed in writing between the parties, the influencer/agent shall immediately refund any fees paid by Sears in accordance with these Terms of Service when the influencer /agent materially breaches the provisions of these Terms of Service. , and the Influencer/Agency has not provided services to  the absolute satisfaction of Sears as of the date of termination 

7.5 The expiration or termination of these Terms of Service shall not affect the effectiveness or continued validity of any provision in these Terms of Service that is expressly or implicitly intended to take effect or continue to be effective upon expiry or thereafter (including but not limited to Sections 5, 7, 9, 10, 11, 12 and 13).